text:
Buder Elementary
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District Map & Attendance Areas
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Help Ritenour Students in Need
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Transition Day for Grades K, 6 & 9: Aug. 12, 2019
What's for Breakfast & Lunch?
Welcome Back! The first day of school is Wednesday, Aug. 14, 2019.
Download the District Calendar
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Get Vaccinated Saturday, Aug. 3
Take advantage of the Back to School Sales Tax Holiday Aug. 4
Join us for the Back-to-School Bash on Aug. 17
Full-day Preschool: 8 a.m. - 4 p.m.
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2420 Woodson Road St. Louis, MO 63114 (PHONE) 314-493-6010 (FAX) 314-426-7144 Site Map
The Ritenour School District is an equal opportunity employer. The District is also committed to maintaining a workplace and educational environment free from illegal discrimination or harassment in admission or access to, or treatment or employment in, its programs, activities and facilities. Discrimination or harassment against employees, students or others on the basis of race, color, religion, sex, national origin, ancestry, disability, age or any other characteristic protected by law is strictly prohibited in accordance with law.


text:
Special cell for Khmer Rouge leader
Detained Khmer Rouge leader has access to cable TV and medical support.
Nuon Chea has been charged with war crimes and crimes against humanity [Reuters]
Now aged 82 and in failing health following an earlier stroke, officials say Nuon Chea will receive regular visits from doctors, as well as access to cable television while in detention.
He is being held in the same block and the same conditions as Kaing Guek Eav, also known as Duch, who headed the Khmer Rouge S-21 torture and interrogation centre, based in the former Tuol Sleng high school.
Cambodia: After the killing fields
Meeting 'Brother Number Two'
Prison chief charged
Khmer Rouge trial rules agreed
The legacy of Year Zero
Long wait for justice
Surviving the Khmer Rouge
Key Khmer Rouge figures
"We have been informed by medical doctors and detention guards that he is in good spirits," tribunal spokesman Reach Sambath told reporters.
Asked about the conditions the two men were being held under, he said: "We provide him with the best services we can.''
"Even Cambodian people in general do not get the kind of services they are getting… But we want them to live as long as possible so that they can defend themselves and confront with the law."
Nuon Chea, who became the so-called Brother Number Two of the Khmer Rouge, is the most senior surviving member of the former regime.
Pol Pot, the group's leader, died in his jungle hideout in 1998.
His military commander, Ta Mok, nicknamed "the Butcher", died in government custody in 2006.
The Khmer Rouge are blamed for the death of
up to a fifth of Cambodia's population [Reuters]
Two other senior Khmer Rouge leaders - Ieng Sary, the former foreign minister, and Khieu Samphan, the former head of state - currently live freely but are also widely believed to be on the prosecutors' list.
Up to 2 million people, or about a fifth of Cambodia's then population, died during the Khmer Rouge's rule over Cambodia between 1975 and 1979.
Most died of starvation, overwork, torture or were executed as perceived enemies of the state.
Nuon Chea has consistently denied any responsibility for the killings, although he has said he is ready to face the tribunal
"My father is happy to shed light on the Khmer Rouge regime for the world and people to understand," his son, Nuon Say, told reporters following Wednesday's arrest.
Duch however is on record as having told Cambodian government investigators that Nuon Chea had "direct command" over S-21 where an estimated 14,000 people were tortured and executed.
Trials in the UN-backed tribunal are expected to begin in early 2008.

redpajama_set_name: RedPajamaCommonCrawl


JOHN W. SCHOOLING, INC. is an entity registered at California with company number C0724285. Company is incorporated on 15th October 1974. Current status of the company is FTB SUSPENDED.
Do you know this company? Do you have positive or negative experience with JOHN W. SCHOOLING, INC.? Rate the company and help other users.
JOHN W. RUSSELL STABLES, INC.
NICK'S ALL AMERICAN MARKET, INC.
WENDELL C. WITTE, M.D., INC.
DAVID M. PERRY, D.D.S., SHARINE THENARD, D.D.S., AND MYLINH NGO, D.M.D., INC.
AMERICAN MEDICAL MANAGEMENT & LEASING, INC.
FRESNO COORDINATING COUNCIL FOR THE DEVELOPMENTALLY DISABLED, INC.


This is a quick introduction to the program general features; even though no detailed information is given about specific functionality, it is probably a good place to start to get acquainted with the software user interface.
After downloading the software, start ReX by double clicking on the program icon.The default perspective is shown, displaying the project tree view in the top left area, the properties view in the bottom left and the data plot view on the right. In general, all views can be resized by dragging the border between two adjacent views; specific views (e.g. the 3d structure view) can be shown or hidden as needed. If needed, the default view layout can be restored by selecting the View->Reset Perspective menu.
The instrument and the sample objects taken together represent the powder diffraction model definition, which is used to compute the calculated pattern; the dataset object, on the other side, contains the experimental data. In a typical powder diffraction analysis, the parameters defining the model are changed in such a way to minimize the difference between the experimental and the calculated pattern.
As a general rule, the properties view displays general and / or complex properties of the selected object (e.g. labels, general outlines, high level physical models, etc), while the parameters view specifically collects their optimizable, double-valued properties.
After a confirmation dialog, the imported powder pattern is displayed in the plot view. This is a ZnO diffraction pattern collected on a Bragg-Brentano instrument with Cu Ka radiation (original source: IUCr CPD Round Robin on Quantitative Phase Analysis).
The dataset plot gets updated with the new data range. It may also be useful to change the scale of the y plot axis to display the squared roots of the intensity counts, to better visualize the details in the high angle region of the pattern; to do so, select the "Y axis scale" menu located on the top of the dataset plot view and choose the "square root" option; the plot view is updated accordingly.
Now, we are going to modify the experiment model by adding a crystal phase to the sample. In general, both the instrument model and the sample model have to be correctly defined to simulate the diffraction experiment; for this simple example, we can just load the Zinc Oxide crystal structure file from the tutorial directory and see how the simulated pattern gets modified.
To do so, right click on the "Sample" object in the project tree, then select the "Load Phase" item from the context menu in the main toolbar. Alternatively, select the "Load Phase" item from the popup menu which shows up after right-clicking on the Sample object.
From the tutorial directory load the ZnO.cif structure file; a corresponding ZnO phase is added to the sample. Now click on the "Update model" button located on the main program toolbar; the plot window is updated with the predicted diffraction pattern (in black), the error bar (violet) and the reflection marks at the bottom.
It can be seen that the simulated pattern loosely approximates the experimental data: calculated and experimental peak positions closely corresponds, while the pattern background and peak intensities are clearly wrong.
In this simple case, we can try to manually modify the parameters defining the model to better approximate the data; to do so, make the Parameters view visible by clicking on top of the "Parameters" tab near the properties view; locate the "Scale factor" parameter and modify its value from the default (1.0) to 20.
Please notice that the parameters view is context sensitive, that is, its content depends on the active selection in the project tree view; so if you can't visualize the Scale factor parameter, make sure to click on the Instrument object in the project tree to display all the instrument-related parameters.
Then, scroll down a bit in the parameter list and locate the "Background (polynomial)" parameter group; check it to enable the optimization of all the polynomial coefficients.
This concludes the quick start tutorial. You may try to experiment a little bit by manually changing parameters, and see how the fit is affected, or by optimizing them automatically. As a general rule, the automatic optimization works best when only a few parameters are enabled at a time, as trying too optimize too many parameters at once may lead to instabilities in the optimization algorithm and/or location of false minima. This particularly holds for properties which have non linear effects on the diffraction model, as atom coordinates, displacement factors, etc.


Ken Hegarty (also known as Spacefish") is "Centenary's own Doctor Frankenstein." Almost every Monday and Wednesday from 1pm to 4pm, you can expect him surfing up the more obscure side of the nineteen eighties. Names like The Smiths, The Psychedelic Furs, and The Cure are just some of the oddball residents on his program while sharing space with the likes of more classic contenders like The Cars, The Police and the Pretenders.
In addition to the tunes, Ken the Spacefish always like to engage with his audience as he often accepts live phone calls on his show. Ken also has daily updates on where these musical acts have been in the modern times along with weather reports. Then there is the humorous commentary in between tracks coming from the DJ himself. Finally, there are the drop-ins which are outlandish audio clips played in between the broadcasts. He clips themselves range from classic television shows like "The Twilight Zone" to even B movies like "Plan 9 from Outer Space." These constant efforts of creativity and hard work by Spacefish are what earned the title of WNTI's first DJ of the week.
At WNTI.ORG, we are proud of how hard and consistent many of our DJ's work and we'll be looking for our next DJ of the week so stay tuned.
It's show that explores music.


text:
APACHE CORP
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-4300
APACHE CORPORATION
Identification Number)
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
Number of shares of registrant's common stock outstanding as of October 31, 2018
PART I - FINANCIAL INFORMATION
STATEMENT OF CONSOLIDATED OPERATIONS
STATEMENT OF CONSOLIDATED CASH FLOWS
STATEMENT OF CONSOLIDATED CHANGES IN EQUITY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
DEFAULTS UPON SENIOR SECURITIES
MINE SAFETY DISCLOSURES
Forward-Looking Statements and Risk
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on our examination of historical operating trends, the information that was used to prepare our estimate of proved reserves as of December 31, 2017, and other data in our possession or available from third parties. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "could," "expect," "intend," "project," "estimate," "anticipate," "plan," "believe," or "continue" or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, our assumptions about:
the market prices of oil, natural gas, natural gas liquids (NGLs), and other products or services;
our commodity hedging arrangements;
the supply and demand for oil, natural gas, NGLs, and other products or services;
pipeline and gathering system capacity;
production and reserve levels;
drilling risks;
economic and competitive conditions;
the availability of capital resources;
capital expenditure and other contractual obligations;
currency exchange rates;
weather conditions;
inflation rates;
the availability of goods and services;
legislative, regulatory, or policy changes;
terrorism or cyber attacks;
occurrence of property acquisitions or divestitures;
the integration of acquisitions;
the securities or capital markets and related risks such as general credit, liquidity, market, and interest-rate risks; and
other factors disclosed under Items 1 and 2—Business and Properties—Estimated Proved Reserves and Future Net Cash Flows, Item 1A—Risk Factors, Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations, Item 7A—Quantitative and Qualitative Disclosures About Market Risk and elsewhere in our most recently filed Annual Report on Form 10-K, other risks and uncertainties in our third-quarter 2018 earnings release, other factors disclosed under Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q, and other filings that we make with the Securities and Exchange Commission.
All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.
ITEM 1. FINANCIAL STATEMENTS
APACHE CORPORATION AND SUBSIDIARIES
For the Quarter Ended September 30,
For the Nine Months Ended September 30,
(In millions, except per common share data)
REVENUES AND OTHER:
Oil and gas production revenues
Natural gas revenues
Natural gas liquids revenues
Derivative instrument losses, net
Gain on divestitures
Lease operating expenses
Gathering, transmission, and processing
Taxes other than income
Transaction, reorganization, and separation
Depreciation, depletion, and amortization:
Oil and gas property and equipment
Asset retirement obligation accretion
Impairments
Financing costs, net
NET INCOME BEFORE INCOME TAXES
Current income tax provision
Deferred income tax benefit
NET INCOME INCLUDING NONCONTROLLING INTEREST
Net income attributable to noncontrolling interest
NET INCOME ATTRIBUTABLE TO COMMON STOCK
WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
DIVIDENDS DECLARED PER COMMON SHARE
The accompanying notes to consolidated financial statements
are an integral part of this statement.
STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
(In millions)
OTHER COMPREHENSIVE INCOME:
Currency translation adjustment
COMPREHENSIVE INCOME INCLUDING NONCONTROLLING INTEREST
Comprehensive income attributable to noncontrolling interest
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON STOCK
Unrealized derivative instrument (gain) loss, net
Exploratory dry hole expense and unproved leasehold impairments
Depreciation, depletion, and amortization
Loss on extinguishment of debt
Changes in operating assets and liabilities:
Drilling advances
Deferred charges and other
Accrued expenses
Deferred credits and noncurrent liabilities
Additions to oil and gas property
Leasehold and property acquisitions
Additions to gas gathering, transmission, and processing facilities
Proceeds from sale of Canadian assets, net of cash divested
Proceeds from sale of oil and gas properties
Fixed-rate debt borrowings
Payments on fixed-rate debt
Distributions to noncontrolling interest
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
SUPPLEMENTARY CASH FLOW DATA:
Interest paid, net of capitalized interest
Income taxes paid, net of refunds
Receivables, net of allowance
Prepaid assets and other
PROPERTY AND EQUIPMENT:
Oil and gas, on the basis of successful efforts accounting:
Proved properties
Unproved properties and properties under development
Gathering, transmission and processing facilities
Less: Accumulated depreciation, depletion, and amortization
OTHER ASSETS:
LIABILITIES AND SHAREHOLDERS' EQUITY
Current debt
Other current liabilities (Note 5)
DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES:
Asset retirement obligation
COMMITMENTS AND CONTINGENCIES (Note 9)
EQUITY:
Common stock, $0.625 par, 860,000,000 shares authorized, 415,660,982 and 414,125,879 shares issued, respectively
Accumulated deficit
Treasury stock, at cost, 34,092,692 and 33,171,015 shares, respectively
Accumulated other comprehensive income
APACHE SHAREHOLDERS' EQUITY
Noncontrolling interest
Paid-In
Accumulated
Income (Loss)
Noncontrolling
BALANCE AT DECEMBER 31, 2016
Common dividends ($0.75 per share)
BALANCE AT SEPTEMBER 30, 2017
These consolidated financial statements have been prepared by Apache Corporation (Apache or the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). They reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods, on a basis consistent with the annual audited financial statements, with the exception of recently adopted accounting pronouncements discussed below. All such adjustments are of a normal recurring nature. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. This Quarterly Report on Form 10-Q should be read along with Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which contains a summary of the Company's significant accounting policies and other disclosures.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
As of September 30, 2018, Apache's significant accounting policies are consistent with those discussed in Note 1—Summary of Significant Accounting Policies of its consolidated financial statements contained in Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, with the exception of Accounting Standards Update (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)" (see "Revenue Recognition" section in this Note 1 below).
Use of Estimates
Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates with regard to these financial statements include the fair value determination of acquired assets and liabilities, the estimate of proved oil and gas reserves and related present value estimates of future net cash flows therefrom, the assessment of asset retirement obligations, the estimates of fair value for long-lived assets, and the estimate of income taxes. Actual results could differ from those estimates.
Fair Value Measurements
Certain assets and liabilities are reported at fair value on a recurring basis in Apache's consolidated balance sheet. Accounting Standards Codification (ASC) 820-10-35, "Fair Value Measurement" (ASC 820), provides a hierarchy that prioritizes and defines the types of inputs used to measure fair value. The fair value hierarchy gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable; hence, these valuations have the lowest priority.
The valuation techniques that may be used to measure fair value include a market approach, an income approach, and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models, and the excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).
Recurring fair value measurements are presented in further detail in Note 4—Derivative Instruments and Hedging Activities and Note 8—Debt and Financing Costs.
Apache also uses fair value measurements on a nonrecurring basis when certain qualitative assessments of its assets indicate a potential impairment. For the third quarter and nine-month period ended September 30, 2018, the Company recorded asset impairments in connection with fair value assessments totaling $10 million. In the third quarter of 2018, Apache agreed to sell certain of its unproved properties offshore the U.K. in the North Sea (North Sea). As a result, the Company performed a fair value assessment of the properties and recorded a $10 million impairment on the carrying values of the associated capitalized exploratory well costs. The fair value of the impaired assets was determined using the negotiated sales price, a Level 1 fair value measurement.
The Company recorded no asset impairments in connection with fair value assessments in the third quarter of 2017. For the nine-month period ended September 30, 2017, the Company recorded asset impairments in connection with fair value assessments
totaling $8 million for a United Kingdom (U.K.) Petroleum Revenue Tax (PRT) decommissioning asset that is no longer expected to be realizable from future abandonment activities in the North Sea.
In 2016, the U.K. government enacted Finance Bill 2016, providing tax relief to exploration and production (E&P) companies operating in the U.K. North Sea. Under the enacted legislation, the U.K. PRT rate was reduced to zero from the previously enacted 35 percent rate in effect from January 1, 2016. PRT expense ceased prospectively from that date. During the first quarter of 2017, the Company fully impaired the aggregate remaining value of the recoverable PRT decommissioning asset of $8 million that would have been realized from future abandonment activities. The recoverable value of the PRT decommissioning asset was estimated using the income approach. The expected future cash flows used in the determination were based on anticipated spending and timing of planned future abandonment activities for applicable fields, considering all available information at the date of review. Apache has classified this fair value measurement as Level 3 in the fair value hierarchy.
Oil and Gas Property
The Company follows the successful efforts method of accounting for its oil and gas property. Under this method of accounting, exploration costs such as exploratory geological and geophysical costs, delay rentals, and exploration overhead are expensed as incurred. If an exploratory well provides evidence to justify potential development of reserves, drilling costs associated with the well are initially capitalized, or suspended, pending a determination as to whether a commercially sufficient quantity of proved reserves can be attributed to the area as a result of drilling. This determination may take longer than one year in certain areas depending on, among other things, the amount of hydrocarbons discovered, the outcome of planned geological and engineering studies, the need for additional appraisal drilling activities to determine whether the discovery is sufficient to support an economic development plan, and government sanctioning of development activities in certain international locations. At the end of each quarter, management reviews the status of all suspended exploratory well costs in light of ongoing exploration activities; in particular, whether the Company is making sufficient progress in its ongoing exploration and appraisal efforts or, in the case of discoveries requiring government sanctioning, whether development negotiations are underway and proceeding as planned. If management determines that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed.
Acquisition costs of unproved properties are assessed for impairment at least annually and are transferred to proved oil and gas properties to the extent the costs are associated with successful exploration activities. Significant undeveloped leases are assessed individually for impairment based on the Company's current exploration plans. Unproved oil and gas properties with individually insignificant lease acquisition costs are amortized on a group basis over the average lease term at rates that provide for full amortization of unsuccessful leases upon lease expiration or abandonment. Costs of expired or abandoned leases are charged to exploration expense, while costs of productive leases are transferred to proved oil and gas properties. Costs of maintaining and retaining unproved properties, as well as amortization of individually insignificant leases and impairment of unsuccessful leases, are included in exploration costs in the statement of consolidated operations.
Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of crude oil and natural gas, are capitalized. Depreciation of the cost of proved oil and gas properties is calculated using the unit-of-production (UOP) method. The UOP calculation multiplies the percentage of estimated proved reserves produced each quarter by the carrying value of those reserves. The reserve base used to calculate depreciation for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate the depreciation for capitalized costs for exploratory and development wells is the sum of proved developed reserves only. Estimated future dismantlement, restoration and abandonment costs, net of salvage values, are included in the depreciable cost.
Oil and gas properties are grouped for depreciation in accordance with ASC 932 "Extractive Activities—Oil and Gas." The basis for grouping is a reasonable aggregation of properties with a common geological structural feature or stratigraphic condition, such as a reservoir or field.
When circumstances indicate that proved oil and gas properties may be impaired, the Company compares unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on Apache's estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized cost, the capitalized cost is reduced to fair value. Fair value is generally estimated using the income approach described in ASC 820. If applicable, the Company utilizes prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value calculations are typically based on judgmental assessments of future production volumes, commodity prices, operating costs, and capital investment plans, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a discount rate believed to be consistent with those applied by market participants. Apache has classified these fair value measurements as Level 3 in the fair value hierarchy.
The following table represents non-cash impairments of the carrying value of the Company's proved and unproved property for the third quarters and first nine months of 2018 and 2017:
Oil and Gas Property:
Unproved
On the statement of consolidated operations, unproved leasehold impairments are recorded in exploration expense, and all other impairments of proved and unproved properties based on fair value assessments are recorded separately in impairments.
On January 1, 2018, Apache adopted ASU 2014-09, "Revenue from Contracts with Customers (ASC 606)," using the modified retrospective method. The Company elected to evaluate all contracts at the date of initial application. While there was no impact to the opening balance of retained earnings as a result of the adoption, certain items previously netted in revenue are now recognized as "Gathering, transmission, and processing" in the Company's statement of consolidated operations. The amounts reclassified are immaterial to the financial statements, and prior comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods. Adoption of the new standard is not anticipated to have a material impact on the Company's net earnings on an ongoing basis.
The Company applies the provisions of ASC 606 for revenue recognition to contracts with customers. Sales of crude oil, natural gas, and NGLs are included in revenue when production is sold to a customer in fulfillment of performance obligations under the terms of agreed contracts. Performance obligations primarily comprise delivery of oil, gas, or NGLs at a delivery point, as negotiated within each contract. Each barrel of oil, million Btu (MMBtu) of natural gas, or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer. The Company considers a variety of facts and circumstances in assessing the point of control transfer, including but not limited to: whether the purchaser can direct the use of the hydrocarbons, the transfer of significant risks and rewards, the Company's right to payment, and transfer of legal title. In each case, the term between delivery and when payments are due is not significant.
Apache markets its own United States (U.S.) natural gas and crude oil production based on market-priced contracts. Typically, these contracts are adjusted for quality, transportation, and other market-reflective differentials. Since the Company's production may fluctuate as a result of operational issues, it is occasionally necessary to purchase third-party oil and gas to fulfill sales obligations and commitments. Sales proceeds related to third-party purchased oil and gas are determined to be revenue from a customer. Proceeds for these volumes totaled $124 million and $326 million for the third quarter and first nine months of 2018, respectively. Associated purchase costs for these volumes totaled $109 million and $308 million for the third quarter and first nine months of 2018, respectively. Proceeds and costs are both recorded as "Other" under "Revenues and Other" in the statement of consolidated operations.
Internationally, Apache sells its North Sea crude oil under contracts with a market-based index price. Natural gas from the North Sea Beryl field is processed through the SAGE gas plant. The gas is sold to a third party at the St. Fergus entry point of the national grid on a National Balancing Point index price basis. Apache's gas production in Egypt is sold primarily under an industry-
pricing formula, a sliding scale based on Dated Brent crude oil with a minimum of $1.50 per MMBtu and a maximum of $2.65 per MMBtu, plus an upward adjustment for liquids content. The Company's Egypt oil production is sold at prices equivalent to the export market.
The Company's Egyptian operations are conducted pursuant to production sharing contracts under which contractor partners pay all operating and capital costs for exploring and developing the concessions. A percentage of the production, generally up to 40 percent, is available to contractor partners to recover these operating and capital costs over contractually defined periods. The balance of the production is split among the contractor partners and the Egyptian General Petroleum Corporation (EGPC) on a contractually defined basis. Additionally, the contractor partner's income taxes, which remain the liability of the contractor partners under domestic law, are paid by EGPC on behalf of the contractor partners out of EGPC's production entitlement. Income taxes paid to the Arab Republic of Egypt on behalf of Apache as contract partner are recognized as oil and gas sales revenue and income tax expense and reflected as production and estimated reserves. Revenues related to Egypt's tax volumes are considered revenue from a non-customer.
For the third quarter of 2018, revenues from customers and non-customers were $1.9 billion and $198 million, respectively. For the first nine months of 2018, revenues from customers and non-customers were $5.4 billion and $534 million, respectively.
Apache records trade accounts receivable for its unconditional rights to consideration arising under sales contracts with customers. The carrying value of such receivables, net of the allowance for doubtful accounts, represents estimated net realizable value. The Company routinely assesses the collectability of all material trade and other receivables. The Company accrues a reserve on a receivable when, based on the judgment of management, it is probable that a receivable will not be collected and the amount of any reserve may be reasonably estimated. Receivables from contracts with customers, net of allowance for doubtful accounts, totaled $1.3 billion and $1.1 billion as of September 30, 2018 and December 31, 2017, respectively.
Apache has concluded that disaggregating revenue by geographic area and by product appropriately depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Refer to Note 11—Business Segment Information for a disaggregation of revenue by each product sold.
Practical Expedients and Exemptions
Apache does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or contracts for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation.
Apache will utilize the practical expedient to expense incremental costs of obtaining a contract if the expected amortization period is one year or less. Costs to obtain a contract with expected amortization periods of greater than one year will be recorded as an asset and will be recognized in accordance with ASC 340, "Other Assets and Deferred Costs." Currently, the Company does not have contract assets related to incremental costs to obtain a contract.
New Pronouncements Issued But Not Yet Adopted
In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases (Topic 842)," requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous GAAP. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted; however, the Company does not intend to early adopt. In January 2018, the FASB issued ASU 2018-01, which permits an entity an optional election to not evaluate under ASU 2016-02 those existing or expired land easements that were not previously accounted for as leases prior to the adoption of ASU 2016-02. In July 2018, the FASB issued ASU 2018-11, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the consolidated financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. Apache intends to elect both transitional practical expedients.
In the normal course of business, the Company enters into various lease agreements for real estate, aircraft, and equipment related to its exploration and development activities that are currently accounted for as operating leases. To track these lease arrangements and facilitate compliance with this ASU, the Company is in the process of implementing a third-party lease accounting software solution and designing processes and internal controls. The Company continues to evaluate contracts, train departments affected by the standard, and monitor updates to the standard to determine the impact this ASU will have on its consolidated financial statements. At this time, the Company cannot reasonably estimate the financial impact this will have on its consolidated financial statements; however, the Company believes adoption and implementation of this ASU will significantly impact its balance sheet, resulting in an increase in both assets and liabilities relating to its leasing activities.
In June 2018, the FASB issued ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting," to simplify the accounting for share-based transactions by expanding the scope of Topic 718 from only being applicable to share-based payments to employees to also include share-based payment transactions for acquiring goods and services from nonemployees. As a result, the same guidance that provides for employee share-based payments, including most of the requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. ASU 2018-07 is effective for financial statements issued for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The Company anticipates adopting this guidance for the first quarter of 2019 and does not expect it to have a material impact on its consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, "Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement," which changes the disclosure requirements for fair value measurements by removing, adding, and modifying certain disclosures. ASU 2018-13 is effective for financial statements issued for annual periods beginning after December 15, 2019, and interim periods within those annual periods. Early adoption is permitted. The company is currently evaluating the impact of adoption of this ASU on its related disclosures and does not expect it to have a material impact on its financial statements.
In August 2018, the FASB issued ASU 2018-14, "Disclosure Framework: Changes to the Disclosure Requirements for Defined Benefit Plans," which eliminates, modifies, and adds disclosure requirements for defined benefit plans. The ASU is effective for financial statements issued for fiscal years ending after December 15, 2020. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this ASU on its related disclosures and does not expect it to have a material impact on its financial statements.
In August 2018, the FASB issued ASU 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract." This pronouncement clarifies the requirements for capitalizing implementation costs in cloud computing arrangements and aligns them with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. The Company is currently evaluating the impact of adoption of this ASU on its consolidated financial statements and does not expect it to have a material impact.
ACQUISITIONS AND DIVESTITURES
2018 Activity
U.S. Divestitures
On August 8, 2018, Apache and Kayne Anderson Acquisition Corp. (KAAC) announced an agreement pursuant to which Apache will contribute Apache's Alpine High midstream assets into a newly formed limited partnership, Altus Midstream LP. Upon closing, KAAC will contribute to the partnership approximately $952 million in cash, less anticipated transaction expenses and any amount associated with potential KAAC share redemptions. The partnership will be jointly owned by Apache and KAAC. Apache will own an estimated 71 percent ownership interest in Altus Midstream LP, adjusted accordingly for any KAAC share redemptions, and expects to fully consolidate the entity in its consolidated financial statements, with the corresponding noncontrolling interest of third-party ownership reflected separately in the financial statements. The transaction is subject to approval by KAAC shareholders, as well as other customary closing conditions. Closing is expected in the fourth quarter of 2018. Upon closing, KAAC will be renamed Altus Midstream Company.
During the first nine months of 2018, Apache completed the sale of certain non-core assets, primarily in the Permian region, in multiple transactions for cash proceeds of $51 million. The Company recognized gains of approximately $10 million during the first nine months of 2018 upon the closing of these transactions.
During the third quarter and first nine months of 2018, Apache completed $48 million and $86 million, respectively, of leasehold and property acquisitions primarily in its U.S. onshore and Egypt regions.
Canada Divestitures
On June 30, 2017, Apache completed the sale of its Canadian assets at Midale and House Mountain, located in Saskatchewan and Alberta, for aggregate cash proceeds of approximately $228 million. The Company recognized a $52 million loss during the second quarter of 2017 in association with this sale.
During the third quarter of 2017, Apache announced the sale of its subsidiary Apache Canada Ltd. (ACL) and complete exit of its Canadian operations for aggregate cash proceeds of approximately $478 million. The Company recognized a $74 million gain upon closing of these transactions in the third quarter of 2017.
A summary of the assets and liabilities at closing of the August transactions is detailed below:
Property, plant & equipment
Current liabilities, excluding asset retirement obligation
The net carrying value of the assets disposed included a currency translation loss of $109 million, which was recorded in "Accumulated Other Comprehensive Loss" on the Company's consolidated balance sheet at December 31, 2016. The currency translation loss was recognized as a reduction of the net gain on sale during the third quarter of 2017 upon closing of the transactions.
Apache's Canadian operations recorded pretax losses of $12 million and $141 million for the third quarter and first nine months of 2017, respectively.
During the first nine months of 2017, Apache completed the sale of certain non-core assets, consisting primarily of leasehold acreage in the Permian and Midcontinent/Gulf Coast regions, in multiple transactions for cash proceeds of $783 million, subject to customary closing adjustments. A refundable deposit of $40 million was received in the fourth quarter of 2016 in connection with certain of these transactions. The Company recognized gains of approximately $594 million during the first nine months of 2017 in connection with these transactions.
During the third quarter and first nine months of 2017, Apache purchased $75 million and $142 million, respectively, of leasehold and property acquisitions primarily in its U.S. onshore regions.
3. CAPITALIZED EXPLORATORY WELL COSTS
The Company's capitalized exploratory well costs were $300 million and $350 million at September 30, 2018 and December 31, 2017, respectively. The decrease is primarily attributable to successful transfers of well costs and dry hole write-offs, partially offset by additional drilling activities during the period. No suspended exploratory well costs previously capitalized for greater than one year at December 31, 2017 were charged to dry hole expense during the nine months ended September 30, 2018; however, during the third quarter of 2018, Apache announced an agreement to sell certain of its unproved properties in the North Sea. Exploratory well costs of approximately $70 million that have been capitalized greater than one year are included in the divestiture, which is anticipated to be completed prior to year-end.
Projects with suspended exploratory well costs capitalized for a period greater than one year since the completion of drilling are those identified by management as exhibiting sufficient quantities of hydrocarbons to justify potential development. Management is actively pursuing efforts to assess whether reserves can be attributed to these projects.
4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Objectives and Strategies
The Company is exposed to fluctuations in crude oil and natural gas prices on the majority of its worldwide production. Apache manages the variability in its cash flows by occasionally entering into derivative transactions on a portion of its crude oil and natural gas production. The Company utilizes various types of derivative financial instruments to manage fluctuations in cash flows resulting from changes in commodity prices. Apache has elected not to designate any of its derivative contracts as cash flow hedges.
Counterparty Risk
The use of derivative instruments exposes the Company to credit loss in the event of nonperformance by the counterparty. To reduce the concentration of exposure to any individual counterparty, Apache utilizes a diversified group of investment-grade rated counterparties, primarily financial institutions, for its derivative transactions. As of September 30, 2018, Apache had derivative positions with 15 counterparties. The Company monitors counterparty creditworthiness on an ongoing basis; however, it cannot predict sudden changes in counterparties' creditworthiness. In addition, even if such changes are not sudden, the Company may be limited in its ability to mitigate an increase in counterparty credit risk. Should one of these counterparties not perform, Apache may not realize the benefit of some of its derivative instruments resulting from lower commodity prices.
As of September 30, 2018, Apache had the following open crude oil derivative positions:
Put Options(1)
Settlement Index
Mbbls
Weighted Average Strike Price
October—December 2018
Dated Brent
NYMEX WTI
The remaining unamortized premium paid as of September 30, 2018, was $12 million.
Call Options(2)
Weighted Average Floor Price
Weighted Average Ceiling Price
The remaining unamortized premium paid as of September 30, 2018, was $3 million.
As of September 30, 2018, Apache had the following open crude oil financial basis swap contracts:
Weighted Average Price Differential
Midland-WTI/Cushing-WTI
$(9.23)
January—September 2019
As of September 30, 2018, Apache had the following open natural gas derivative positions:
Fixed-Price Swaps
MMBtu
(in 000's)
Weighted Average Fixed Price
NYMEX Henry Hub
As of September 30, 2018, Apache had the following open natural gas financial basis swap contracts:
NYMEX Henry Hub/Waha
January—March 2019
January—June 2019
January—December 2019
Apache's commodity derivative instruments consist of variable-to-fixed price commodity swaps, options, and collars. The fair values of the Company's derivatives are not actively quoted in the open market. The Company uses a market approach to estimate the fair values of its derivative instruments on a recurring basis, utilizing commodity futures pricing for the underlying commodities provided by a reputable third party, a Level 2 fair value measurement.
The following table presents the Company's derivative assets and liabilities measured at fair value on a recurring basis:
Fair Value Measurements Using
Quoted Price in Active Markets (Level 1)
Significant Other Inputs (Level 2)
Significant Unobservable Inputs
(Level 3)
Total Fair Value
Netting(1)
Carrying Amount
Commodity Derivative Instruments
The derivative fair values are based on analysis of each contract on a gross basis, excluding the impact of netting agreements with counterparties.
All derivative instruments are reflected as either assets or liabilities at fair value in the consolidated balance sheet. These fair values are recorded by netting asset and liability positions where counterparty master netting arrangements contain provisions for net settlement. The carrying value of the Company's derivative assets and liabilities and their locations on the consolidated balance sheet are as follows:
Current Assets: Prepaid assets and other
Other Assets: Deferred charges and other
Current Liabilities: Other current liabilities
Noncurrent Liabilities: Other
Derivative Activity Recorded in the Statement of Consolidated Operations
The following table summarizes the effect of derivative instruments on the Company's statement of consolidated operations:
Realized gain (loss):
Derivative settlements
Amortization of call and put premium
Unrealized gain (loss)
Derivative instrument gain (losses), net
Derivative instrument gains and losses are recorded in "Derivative instrument losses, net" under "Revenues and Other" in the Company's statement of consolidated operations. Unrealized gains and losses for derivative activity recorded in the statement of consolidated operations are reflected in the statement of consolidated cash flows separately as "Unrealized derivative instrument (gain) loss, net" in "Adjustments to reconcile net income to net cash provided by operating activities."
The following table provides detail of the Company's other current liabilities as of September 30, 2018 and December 31, 2017:
Accrued operating expenses
Accrued exploration and development
Accrued gathering, transmission, and processing
Accrued compensation and benefits
Accrued interest
Accrued income taxes
Current asset retirement obligation
Total other current liabilities
The following table describes changes to the Company's asset retirement obligation (ARO) liability for the nine-month period ended September 30, 2018:
Asset retirement obligation at December 31, 2017
Liabilities incurred
Liabilities settled
Accretion expense
Revisions in estimated liabilities
Asset retirement obligation at September 30, 2018
Less current portion
Asset retirement obligation, long-term
The Company estimates its annual effective income tax rate in recording its quarterly provision for income taxes in the various jurisdictions in which the Company operates. Non-cash impairments of the carrying value of the Company's oil and gas properties, gains and losses on the sale of assets, statutory tax rate changes, and other significant or unusual items are recognized as discrete items in the quarter in which they occur.
During the third quarter of 2018, Apache's effective income tax rate was primarily impacted by an increase in the amount of valuation allowance against its U.S. deferred tax assets. During the third quarter of 2017, Apache's effective income tax rate was primarily impacted by gains on the sale of oil and gas properties, a $30 million current tax benefit associated with U.S. federal income tax credits, a deferred tax asset associated with its realizable capital loss on the sale of ACL, and a decrease in the Company's deferred tax liability associated with its investment in foreign subsidiaries. For more information regarding the sale of ACL, please refer to Note 2—Acquisitions and Divestitures.
Apache's 2018 year-to-date effective income tax rate was primarily impacted by an increase in the amount of valuation allowance against its U.S. deferred tax assets. Apache's 2017 year-to-date effective income tax rate was primarily impacted by the decrease in deferred taxes associated with its investments in foreign subsidiaries, gains on the sale of oil and gas properties, non-cash impairments of the Company's PRT decommissioning asset, the current tax benefit associated with U.S. federal income tax credits, and the sale of ACL.
On December 22, 2017, the Tax Cuts and Jobs Act (the Act) was signed into law. In 2018, the Internal Revenue Service (IRS) issued additional guidance related to the Act's deemed repatriation of foreign earnings (i.e., transition inclusion). In light of this new guidance, the Company continues to reevaluate the tax impact of the transition inclusion in 2017. Tax benefit associated with the change in transition inclusion is likely to be fully offset by a change in the Company's valuation allowance against its U.S. deferred tax assets. The Company has not revised any other 2017 provisional estimates under Staff Accounting Bulletin No. 118, but is continuing to gather information and awaits further guidance from the IRS, SEC and FASB on the Act.
Apache and its subsidiaries are subject to U.S. federal income tax as well as income or capital taxes in various state and foreign jurisdictions. The Company's tax reserves are related to tax years that may be subject to examination by the relevant taxing authority. The Company is currently under IRS audit for the 2014-2016 tax years and is also under audit in various states and foreign jurisdictions as part of its normal course of business.
DEBT AND FINANCING COSTS
The following table presents the carrying amounts and estimated fair values of the Company's outstanding debt as of September 30, 2018 and December 31, 2017:
Commercial paper and committed bank facilities
Notes and debentures
The Company's debt is recorded at the carrying amount, net of related unamortized discount and deferred loan costs, on its consolidated balance sheet. When recorded, the carrying amount of the Company's commercial paper, committed bank facilities, and uncommitted bank lines approximates fair value because the interest rates are variable and reflective of market rates. Apache uses a market approach to determine the fair value of its notes and debentures using estimates provided by an independent investment financial data services firm (a Level 2 fair value measurement).
The following table presents the carrying value of the Company's debt as of September 30, 2018 and December 31, 2017:
Debt before unamortized discount and deferred loan costs
Unamortized discount
Debt issuance costs
Current maturities
As of September 30, 2018, current debt included $150 million of 7.625% senior notes due July 1, 2019. As of December 31, 2017, current debt included $150 million of 7.0% senior notes due February 1, 2018 that matured and were timely repaid and $400 million of 6.9% senior notes due September 15, 2018 that matured and were timely repaid.
On August 23, 2018, Apache closed an offering of $1.0 billion in aggregate principal amount of senior unsecured 4.375% notes due October 15, 2028. The notes are redeemable at any time, in whole or in part, at Apache's option, subject to a make-whole premium. The net proceeds from the sale of the notes were used to purchase certain outstanding notes in cash tender offers, repay notes that matured in September 2018, and for general corporate purposes.
On August 24, 2018, the Company closed cash tender offers for certain outstanding notes. Apache accepted for purchase $731 million aggregate principal amount of certain notes covered by the tender offers. Apache paid holders an aggregate of approximately $828 million reflecting principal, the discount to par, early tender premium, and accrued and unpaid interest. The Company recorded a net loss of $94 million on extinguishment of debt, including $5 million of unamortized debt issuance costs and discount, in connection with the note purchases.
In March 2018, the Company entered into a revolving credit facility that matures in March 2023 (subject to Apache's two, one-year extension options) with commitments totaling $4.0 billion. The Company can increase commitments up to $5.0 billion by adding new lenders or obtaining the consent of any increasing existing lenders. The facility includes a letter of credit subfacility of up to $3.0 billion, of which $2.08 billion was committed as of September 30, 2018. The facility is for general corporate purposes and committed borrowing capacity fully supports Apache's commercial paper program. As of September 30, 2018, letters of credit aggregating approximately £129.1 million and no borrowings were outstanding under this facility. In connection with entry into this facility, Apache terminated $3.5 billion and £900 million in commitments under two former credit facilities and wrote off $4 million of associated debt issuance costs, which is included in "Financing costs, net" in the Company's consolidated statement of operations.
The Company's $3.5 billion commercial paper program, which is subject to market availability, facilitates Apache borrowing funds for up to 270 days at competitive interest rates. As of September 30, 2018, the Company had no commercial paper outstanding.
The following table presents the components of Apache's financing costs, net:
Amortization of deferred loan costs
Capitalized interest
Apache is party to various legal actions arising in the ordinary course of business, including litigation and governmental and regulatory controls. As of September 30, 2018, the Company has an accrued liability of approximately $39 million for all legal contingencies that are deemed to be probable of occurring and can be reasonably estimated. Apache's estimates are based on information known about the matters and its experience in contesting, litigating, and settling similar matters. Although actual amounts could differ from management's estimate, none of the actions are believed by management to involve future amounts that would be material to Apache's financial position, results of operations, or liquidity after consideration of recorded accruals. For material matters that Apache believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and a range of potential exposure, unless an estimate cannot be made at this time. It is management's opinion that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company's financial position, results of operations, or liquidity.
For additional information on each of the Legal Matters described below, please see Note 10—Commitments and Contingencies to the consolidated financial statements contained in Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Argentine Environmental Claims and Argentina Tariff
No material change in the status of the YPF Sociedad Anónima and Pioneer Natural Resources Company indemnities matters has occurred since the filing of Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Louisiana Restoration
As more fully described in Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, Louisiana surface owners often file lawsuits or assert claims against oil and gas companies, including Apache, claiming that operators and working interest owners in the chain of title are liable for environmental damages on the leased premises, including damages measured by the cost of restoration of the leased premises to its original condition, regardless of the value of the underlying property. From time to time restoration lawsuits and claims are resolved by the Company for amounts that are not material to the Company, while new lawsuits and claims are asserted against the Company. With respect to each of the pending lawsuits and claims, the amount claimed is not currently determinable or is not material, except as noted. Further, the overall exposure related to these lawsuits and claims is not currently determinable. While an adverse judgment against Apache is possible, Apache intends to actively defend these lawsuits and claims.
Starting in November of 2013 and continuing into 2018, several parishes in Louisiana have pending lawsuits against many oil and gas producers, including Apache. These cases have all been removed to federal court after having once been remanded back to state court. In these cases, the Parishes, as plaintiffs, allege that defendants' oil and gas exploration, production, and transportation operations in specified fields were conducted in violation of the State and Local Coastal Resources Management Act of 1978, as amended, and applicable regulations, rules, orders, and ordinances promulgated or adopted thereunder by the Parish or the State of Louisiana. Plaintiffs allege that defendants caused substantial damage to land and water bodies located in the coastal zone of Louisiana. Plaintiffs seek, among other things, unspecified damages for alleged violations of applicable law within the coastal zone, the payment of costs necessary to clear, re-vegetate, detoxify, and otherwise restore the subject coastal zone as near as practicable to its original condition, and actual restoration of the coastal zone to its original condition. While an adverse judgment against Apache might be possible, Apache intends to vigorously oppose these claims.
No other material change in the status of these matters has occurred since the filing of Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Apollo Exploration Lawsuit
In a case captioned Apollo Exploration, LLC, Cogent Exploration, Ltd. Co. & SellmoCo, LLC v. Apache Corporation, Cause No. CV50538 in the 385th Judicial District Court, Midland County, Texas, plaintiffs alleged damages in excess of $200 million (having previously claimed in excess of $1.1 billion) relating to purchase and sale agreements, mineral leases, and areas of mutual interest agreements concerning properties located in Hartley, Moore, Potter, and Oldham Counties, Texas. The Court granted motions filed by Apache reducing the plaintiffs' alleged damages to an amount that is not material to the Company. Apache believes that plaintiffs' claims lack merit and will vigorously oppose the claims. No other material change in the status of these matters has occurred since the filing of Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Australian Operations Divestiture Dispute
By a Sale and Purchase Agreement dated April 9, 2015 (SPA), the Company and its subsidiaries divested their remaining Australian operations to Quadrant Energy Pty Ltd (Quadrant). Closing occurred on June 5, 2015. In April 2017, Apache filed suit against Quadrant for breach of the SPA. In its suit, Apache seeks approximately $80 million. In December 2017, Quadrant filed a defense of equitable set-off to Apache's claim and a counterclaim seeking approximately $200 million in the aggregate. The Company believes that Quadrant's claims lack merit and will not have a material adverse effect on the Company's financial position, results of operation, or liquidity.
California Litigation
On July 17, 2017, in three separate actions, San Mateo County, California, Marin County, California, and the City of Imperial Beach, California, all filed suit individually and on behalf of the people of the state of California against over 30 oil, gas, and coal companies alleging damages as a result of global warming. Plaintiffs seek unspecified damages and abatement under various tort theories. On December 20, 2017, in two separate actions, the City of Santa Cruz, California and Santa Cruz County, California and in a separate action on January 22, 2018, the City of Richmond, California, filed similar lawsuits against many of the same defendants. The lawsuits were removed to federal court and then consolidated. Although the federal court remanded the lawsuits back to state court, it stayed its order of remand and certified the jurisdictional inquiry for appeal to the 9th Circuit Court of Appeals. Apache believes that the claims made against it are baseless and intends to vigorously defend these lawsuits.
As of September 30, 2018, the Company had an undiscounted reserve for environmental remediation of approximately $4 million. The Company is not aware of any environmental claims existing as of September 30, 2018, that have not been provided for or that would otherwise have a material impact on its financial position, results of operations, or liquidity. There can be no assurance, however, that current regulatory requirements will not change or past non-compliance with environmental laws will not be discovered on the Company's properties.
During the third quarter of 2018, the Company executed a 10-year firm transportation agreement associated with the third-party Permian Highway Pipeline project to transport a minimum of 500,000 MMBtu per day at a fixed rate per MMBtu. The fees will commence when the pipeline accepts first commercial delivery, which is expected to begin service in late 2020, assuming timely receipt of regulatory approvals. Apache has entered into no other material commitments since the filing of Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
Net Income per Common Share
A reconciliation of the components of basic and diluted net income per common share for the quarters and nine months ended September 30, 2018 and 2017, is presented in the table below.
(In millions, except per share amounts)
Income attributable to common stock
Effect of Dilutive Securities:
Stock options and other
Diluted:
The diluted earnings per share calculation excludes options and restricted stock units that were anti-dilutive totaling 4.9 million and 8.4 million for the quarters ended September 30, 2018 and 2017, respectively, and 5.8 million and 7.5 million for the nine months ended September 30, 2018 and 2017, respectively.
Common Stock Dividends
For the quarters ended September 30, 2018 and 2017, Apache paid $96 million and $95 million, respectively, in dividends on its common stock. For the nine months ended September 30, 2018 and 2017, the Company paid $287 million and $285 million, respectively.
Stock Repurchase Program
In 2013 and 2014, Apache's Board of Directors authorized the purchase of up to 40 million shares of the Company's common stock. Shares may be purchased either in the open market or through privately negotiated transactions. The Company initiated the buyback program on June 10, 2013, and through September 30, 2018, had repurchased a total of 33.1 million shares at an average price of $87.77 per share. During the third quarter of 2018, the Company repurchased a total of 0.9 million shares at an average price of $46.38 per share. On October 30, 2018, the Company's Board of Directors authorized the purchase of up to 40 million additional shares of the Company's common stock. The Company is not obligated to acquire any specific number of shares.
BUSINESS SEGMENT INFORMATION
Apache is engaged in a single line of business. Both domestically and internationally, the Company explores for, develops, and produces natural gas, crude oil, and natural gas liquids. At September 30, 2018, the Company had production in three reporting segments: the U.S., Egypt, and offshore the U.K. in the North Sea. Apache also has exploration interests in Suriname that may, over time, result in a reportable discovery and development opportunity. Financial information for each area is presented below:
Egypt(2,3)
For the Quarter Ended September 30, 2018
Total Oil and Gas Production Revenues
Operating Income (Loss)(4)
Gain on divestitures, net
For the Nine Months Ended September 30, 2018
Egypt(2)


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Democracy in Danger: In Georgia's Gwinnett County, threats to voting rights play out locally
'Unlawful Districts': SPLC and partners challenge racially gerrymandered congressional map in Georgia
The Arc Georgia: Nonprofit that helps people with disabilities cast ballots joins SPLC suit against voter suppression law
Active Case
Common Cause, et al. v. Brad Raffensperger, et al.
Sixth District of the African Methodist Episcopal Church v. Kemp
Amicus Brief
Republican National Committee v. State Election Board
In Georgia, there are nearly 250,000 people with felony convictions who are currently ineligible to vote. Roughly 60% of them are Black. The Georgia Constitution prohibits anyone convicted of "a felony involving moral turpitude" from voting. In 2019, the lieutenant governor of Georgia convened a study committee (titled the Senate Study Committee for Revising the Voting Rights for Nonviolent Felony Offenders) to conduct a statewide listening tour on the issue of moral turpitude. The SPLC provided written testimony in support of narrowing the existing law and will continue to support efforts to re-enfranchise Georgia's returning citizen population.
Additionally, we will continue to push back against state efforts to unlawfully purge eligible voters from the rolls. Georgia's 2018 voter purge is considered one of the largest mass disenfranchisement efforts in U.S. history. In 2019, Georgia attempted to purge nearly 330,000 voters, the second-largest voter purge in the state's history. During the 2020 cycle and beyond, the SPLC will monitor and challenge voter purges and other attempts to deny the franchise to Georgians. The SPLC will also support legislation that expands Georgia's existing early voting opportunities and protects against polling place closures.


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founders' agreements, shareholders' agreements, buy-sell agreements, operating agreements, and partnership agreements
employment and independent contractor/consulting agreements
intellectual property matters, including confidentiality and inventions assignment agreements, terms of service/use and privacy policies
commercial contracts, including distribution agreements, services agreements, design and developer agreements, reseller agreements and vendor agreements
corporate governance, board of director and shareholder matters and voting agreements
equity and non-equity based incentive compensation and option plans
bank documents and agreements
trademark advice and registration
Securities laws are complex and require experienced lawyers to help navigate them. But just as important as being able to navigate the laws and regulations, we know the players, current trends, potential investors, investment bankers, consultants, and market terms. We can assist you in finding and structuring fair, effective securities transactions, including:
capital structure creation and tracking
seed and Angel financings, including "friends & family" rounds
venture capital financings
subscription agreements and private placements
SEC and state securities filings
reverse mergers into public company shells to access capital markets
fund formation
SEC compliance
What you know, create, invent and build has value. We help you identify, evaluate, capture, safeguard and use your intellectual property to maximize that value. We will help you with:
protecting your trade secrets and confidential information
intellectual property protection when hiring or terminating employees and contractors
intellectual property ownership in development, design and manufacturing agreements
registering and protecting trademarks, trade names and other intellectual property
licensing intellectual property to and from others
intellectual property transfers and assignments
We can help you buy, sell, finance or lease your real property, quickly and efficiently. You will not find the typical deal killer lawyer at Carter West. We will explain your options, give you our advice and let you chose how aggressive you want to be in negotiations.
Our clients can rely on us to be an honest sounding board for a broad range of legal and business issues. If you need a partner to talk through a new idea, a risky decision or a recurring irritation, we can help. After years of helping other business owners in your position, we can leverage that experience for you.
View examples of corporate transactions our attorneys have handled.
Carter West
"Carter West's practical, problem-solving approach is refreshing from a law firm. Ian has done a great job helping us structure and set up multiple subsidiaries with corresponding intellectual property and asset transfers, and has helped us get into (and out of) a number of complex strategic and joint venture relationships. The kicker...at rates far less than what were used to paying with other larger firms."
President, Reality Engineering Enterprises
Close to ten years ago, we bought a business and had a dispute with the seller that was quickly harpooning the deal. Our attorney, a well-respected senior partner at a large name brand firm in San Francisco, could not solve our problem. In a panic, on a Saturday morning, I sent Ashley the documents and asked for help. Within hours, she found the right argument and negotiation tactic that put the deal back together. Since then, Ashley has been our go-to deal lawyer. When I find an asset I want to buy or have a problem I need to solve I call Ashley. "West quickly and creatively solves our problems or locates and manages someone who can. We rely on her experience, her judgment and her comic relief. Our business would not be what it is today without her. She's a force of nature.Aaron Zeff,
Aaron Zeff
Priority Ventures
Ashley West is heavily invested in her clients and the community. She is an excellent listener, expert practitioner, and tireless worker, not to mention she is wickedly funny.
Ellen Warner
Vice President, Development, Golden State Warriors
"We used Ian to help us sell a major division of O1 Communications to a private equity-backed buyer represented by Gibson Dunn out of LA. Ian's ability to see the big picture, not get bogged down in minutia, and deal with sometimes contentious parties calmly and rationally, plus his ability to seamlessly integrate different specialty groups, like tax and benefits folks, was integral to O1's success in the transaction. We were thrilled with the result."
Jim Beausoleil
CFO of O1 Communications
The lawyers at Carter West have more expertise, skill and creativity than any lawyer I have worked with before. They combine real fire power with top notch listening skills, which results in premium legal advice.
Bill Anson
Duralum Products, Inc.
Ashley offers not only excellent legal advice, she has developed a professional relationship with Green Earth Products and more important, its principles, coupled with a sincere interest in the core spirit of our business practice. It is rare to find an attorney that combines professionalism with friendly candor – it feels like you have known Ashley all of your life.
Alan Magat
President of Green Earth Products, Inc.
Ashley brings more than professionalism to her legal practice. She brings humor, wit, passion, cunning, personality, and a genuine concern for her clients. Ashley has been a huge part of growing my business; everything from the most technically legal work to complex and strategic projects. But, I think the most impressive thing about Ashley is her deep connection to the Sacramento community and her commitment to the causes she supports. She is the leader in her field and a leader in her community.
Bryan Merica
President, ID Media
"I have worked with Ian through the years at several different startup companies. Whether it is company formation, financing transactions or general legal work, Ian's technical expertise, deep experience and productive demeanor has helped us achieve wonderful results."
Monty Montgomery
Managing Director of Startup Financial Management
Ashley West served as lead counsel to a joint venture between two international businesses. She created a deal structure that wound its way around 104 years of prior agreements between one of the companies and many of its competitors and adjacent land owners. There were enormous barriers to closing the deal but she got us over them with her leadership, dedication and a high level of competency in the law and in business. Her way of doing business and her values were sincerely "client first." Not only has my company committed to using Ashley for many years to come, one of our affiliated companies who witnessed her performance has now engaged her as its outside general counsel.
Scott Kim
Cal Sierra Development, Inc.
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